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Part 2:

How to Interview for a Board of Directors Position—the Company Interview

Board Interview company

Pursuing a board position? Last week, I wrote about interviewing with the search firm engaged to fill the open board seat, emphasizing that it's important to demonstrate that you "get" the board's role and how it functions. This week, I discuss the next stage in the process: meeting with the company. Here's what you need to know.

1. It may be a lengthy process.

Very few boards conduct searches with tight deadlines. Quite the contrary. I've conducted searches in which the timeline to complete the search was a year. Because retiring board members give ample notice; or, if a board is adding a new member, it may wish to consider a broad slate of diverse candidates. Additionally, the long process is simply a matter of logistics. Most board members and candidates don't reside in the same city or where the company is headquartered. During my last board search, we flew the candidates and the nominating and governance (N&G) committee to New York for candidate interviews. Only one out of the nine individuals lived in New York, but it was the most central and easily accessible location.

Your first meeting with the company could be with one director or the chief executive officer. More likely, it will be with a group from the company’s N&G Committee. We have previously written about how to ace a search committee interview; however, there are some twists for the N&G Committee interview, which I discuss in the following points.

2. The basics.

Before you don your best suit or dressiest office attire, ask the search firm what the committee will be wearing. You will want to dress accordingly. Some candidates have gone to interviews in their most conservative suit only to find the N&G Committee dressed in khakis and golf shirts. On the other hand, one especially self-assured candidate wore jeans to the interview, and the board members all wore suits. You don’t want to draw attention for over or under dressing. Always ask and match your attire to those with whom you meet.

3. Preparation.

In addition to reading the company’s financial documents, analyst reports and regulatory filings, it is critical that you connect with the company’s “product.” Visit the stores, eat the food, etc. Who are you meeting? What is their tenure on the board? Take a step back and look at the board as a whole. Is it a long-tenured board? Is there frequent turnover? What apparent strengths does each member bring to the board? What are the company’s long-term plans? Where could you add value? Time spent reading the MD&A and management sections in the company’s 10-K, reading about the directors in its proxy statement. Knowing the responsibilities of directors according to the bylaws will be invaluable.

4. Striking the right tone.

As we have said, interviewing for a board position is different from interviewing for an executive role at a company. You do not need to discuss each position you have held throughout your career in granular detail, but give an overview of how you have increased earnings, introduced new products, restructured a company, led global expansions, etc. In short, reveal how you added value to the enterprises in which you've worked.

5. Use your time wisely.

Assume you will be asked for a five-minute summary of your background. Avoid getting into the weeds. Highlight the strengths you bring to this board seat. For example, if a board is interested in you because of your turnaround experience, spend proportionately more time discussing that versus your experience taking companies public. If this would be your first board role, highlight your interaction with the boards of companies with whom you have worked.

6. Interviewing with a Nominating & Governance Committee.

The primary mistake many candidates make is not giving concise answers. It is also important to make eye contact with each member of the committee when answering a question. Not only does it make everyone feel included but allows you to assess body language if you are talking too much or if there is a lack of interest in what you are saying. Don’t be afraid to say “please stop me if my answers are too long or if you want more detail”.

7. Giving feedback on the company.

One possible question may be “what is your opinion of our product, stores, strategy or challenges?” Your answer will demonstrate how well you have done your homework. If there are weaknesses, you should point them out constructively and tactfully and balance it with positives. You will be assessed on how well you could give constructive feedback without being abrasive. Conversely, some candidates make the mistake of being overly enthusiastic to the point of gushing about a company and offering nothing but compliments. This can also be a disqualifier, as every company can improve in some area, and board members must be able to provide balanced feedback.

8. Your reasons for being a candidate.

We have addressed that candidates should understand the role of a board member. But what should you not say? Your reasons for serving on a board should not be about you and what the position will add to your resume, career or pocketbook. One board reported that a candidate stated he wanted to retire in a couple of years and then fill his time with board positions with the hope that this would be the first one. Instead, your motivation should be about how you can add value and why the company has the product, challenges or culture that you identify with.

9. Ask questions.

Your questions are as important as your answers. Ask questions that demonstrate you understand the issues the board has faced or could in the future. Ask questions that will require answers by more than one board member and could potentially result in an in-depth discussion. Good candidates should be collegial and demonstrate critical thinking skills and a knowledge of the business. Leave the committee thinking, “I could see her on the board. She seems like a good fit.”

10. Final thoughts.

Remember that the interview is a two-way street. Regardless of how much you covet that first board seat, the time commitment is too expensive if you do not feel comfortable with or align the other board members.

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Jane Howze

Jane S. Howze, J.D.

Managing Director